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These AudienceProject Terms of Service (this "Agreement") are entered into by AudienceProject Aps (“AudienceProject”) and the entity executing this Agreement ("You").

By clicking the “I accept” button, completing the registration process, or using the service, you acknowledge that you have reviewed and accept this agreement.

By using any of AudienceProject’ services and products (the "Service"), you agree to the following terms.

Services

Facilities and Data Transfer.

All facilities used to store and process Visitor and Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where AudienceProject stores and processes its own information of a similar type.

AudienceProject has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Visitor and Customer Data, protect against anticipated threats or hazards to the security or integrity of Visitor and Customer Data and protect against unauthorized access to or use of such Data.

AudienceProject may transfer your Personal Data to countries other than the one in which you live. We deploy the following safeguards if AudienceProject transfers Personal Data originating from the European Union to other countries not deemed adequate under applicable data protection law:

To comply with European Union data protection laws, AudienceProject only uses data storage services that are certified under the EU-US Privacy Shield. The Privacy Shield framework were developed to enable companies to comply with data protection requirements when transferring personal data from the European Union to the United States.

To learn more about the Privacy Shield Program, please see

http://www.privacyshield.gov/welcome

By using the Service, you consent to this transfer, processing and storage of Visitor and Customer Data.

Organisational and Technical safeguards

The AudienceProject systems are designed and built with data protection as one of the key considerations. Our data is stored by leading third-party database providers and cannot be accessed by any other person or system. Moreover, AudienceProject employees who access the data to provide services for clients or for system-development purposes has been suitably briefed on what constitutes the acceptable treatment of data.

You can read more about our Organisational and Technical safeguards http://gdpr.audienceproject.com

Your Obligations

Privacy

You will not and will not assist or permit any third party to, pass information to AudienceProject that AudienceProject could use or recognize as personally identifiable information unless proper consent have been secured. You will have and abide by an appropriate Privacy Policy and will comply with all applicable laws, policies, and regulations relating to the collection of information from users. You must post a Privacy Policy and that Privacy Policy must provide notice of Your use of cookies, mobile advertiser id or similar identifiers that are used to collect data. You must disclose the use of any AudienceProject services, and how it collects and processes data.

This can be done by displaying a prominent link to the site “How AudienceProject uses data when you use our partners' sites or apps”, (located at http://privacy.audienceproject.com/ or any other URL AudienceProject may provide from time to time).

You will use commercially reasonable efforts to ensure that a Visitor is provided with clear and comprehensive information about, and consents to, the storing and accessing of cookies or other information on the Visitor’s device where such activity occurs in connection with the Service and where providing such information and obtaining such consent is required by law.

If personal data of end users of a third party property is shared with AudienceProject due to your use of, or integration with, a AudienceProject service, then you must use commercially reasonable efforts to ensure the operator of the third party property complies with the above duties. A third party property is a site, app or other property that is not under your, your affiliate's or your client's control and whose operator is not already using a AudienceProject service that incorporates this policy.

You will use commercially reasonable efforts to ensure that any Customer Data passed to AudienceProject services are collected in accordance with the General Data Protection Regulation (GDPR).

You must not circumvent any privacy features (e.g., an opt-out) that are part of the Service.

You will not and will not assist or permit any third party to, collect or pass information to AudienceProject that are deemed ‘sensitive’ and under specific protection under the General Data Protection Regulation (GDPR):

Sensitive data include:*
Racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, health, sex life or sexual orientation.

As a general rule, collection and processing of such types of data listed above is prohibited unless a project-specific addendum have been created and approved by AudienceProject.

Third Parties

If You use the Service on behalf of the Third Party or a Third Party otherwise uses the Service through Your Account, whether or not You are authorized by AudienceProject to do so, then You represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, the Third Party to all obligations that You have under this Agreement, (b) AudienceProject may share with the Third Party any Customer Data that is specific to the Third Party's Properties, and (c) You will not disclose Third Party's Customer Data to any other party without the Third Party's consent.

Compliance

You will, and will ensure that your End Users, use the Service in accordance with this Agreement and the Acceptable Use Policy. You warrant that you are authorized to act on behalf of your End Users and that you will be responsible for the actions or omissions of any of your End Users.

Certain data management functionalities within the Service may require the storage of Customer Data in AWS S3/RDS Cloud Storage. If so, you agree to the use of S3/RDS in connection with such storage. If you delete Customer Data which is stored in S3/RDS, such Customer Data will deleted in the service within a commercially reasonable time frame. With respect to such Customer Data in S3/RDS, AudienceProject reserves the right, at its sole discretion, to (i) limit storage size (e.g., file size limitations) and (ii) suspend or terminate your use of such data management functionalities in connection with your use of the Service.

Unauthorized Use

You will use commercially reasonable efforts to prevent unauthorized use of the Service and to terminate any unauthorized use.You will promptly notify AudienceProject of any unauthorized use of or access to the Service of which you become aware. Unless AudienceProject specifically agrees in writing, You will not, and will use commercially reasonable efforts to make sure End Users and/or third parties do not: (a) sell, resell, lease or the functional equivalent, the Service to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Service or any component; (c) attempt to create a substitute or similar service through use of, or access to, the Service; (d) use the Service for High Risk Activities; or (e) use the Service to store or transfer any Data that violates GDPR. Credentials (such as passwords, keys, and client IDs) used to access the Service are intended to be used only by the individual issued such credentials. You will and will ensure that all End Users and/or third parties keep credentials confidential and make reasonable efforts to prevent and discourage unauthorized use of such credentials. You are solely responsible for any applicable applicable laws in your jurisdiction.

Third Party Requests

You are responsible for responding to Third Party Requests. AudienceProject will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify you of its receipt of a Third Party Request; (b) comply with your reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide you with the information or tools reasonably required for you to respond to the Third Party Request. You will first seek to obtain the information required to respond to the Third Party Request on your own and will contact AudienceProject only if you cannot reasonably obtain such information.

Customer Data

Use of Customer Data. AudienceProject will not access or use Customer Data, except (a) as necessary to provide the AudienceProject Service(s) outlined in the privacy policy under the "How we use the collected information" and technical support to you and your End Users, (b) to help secure and improve the Service; provided that Customer Data is not disclosed to any third party without your consent, and (c) if and as required by court order, law or governmental or regulatory agency (after, if permitted, giving reasonable notice to you and using commercially reasonable efforts to provide you with the opportunity to seek a protective order or the equivalent (at your expense)). You will, and will ensure that your End Users, receive all necessary and legally required consents to upload any personal data to the Service.

Representations and Warranties

Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use of the Service, as applicable (including applicable security breach notification law). You may not use the Service and may not accept this Agreement if you are not of legal age to form a binding contract with AudienceProject.

Termination

Effects of Termination. If this Agreement terminates, then: (a) the rights granted by one party to the other will cease immediately (except as set forth in this Section); (b) after a commercially reasonable period of time following your deletion of Customer Data from the AudienceHub accounts, AudienceProject will delete Customer Data by deletion on production servers; (c) AudienceProject will delete Customer Data stored in backup after a commercially reasonable period of time; and (d) upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party.

Suspensions. In addition to AudienceProjects's rights set forth in the AudienceProject T&C, AudienceProject may automatically suspend the Service or terminate this Agreement in the event that your use of the Service imposes an unreasonable or disproportionately large load on AudienceProject’s infrastructure (as determined in AudienceProjects sole discretion).

Confidential Information

Confidentiality. The recipient will not disclose the Confidential Information, except to employees, Affiliates, agents, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the Confidential Information only to exercise rights and fulfill obligations under this Agreement, and that they keep it confidential. Confidential Information does not include information that: (a) becomes public through no fault of the recipient; (b) was independently developed by the recipient; or (c) was rightfully given to the recipient by another party without confidentiality obligations. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, if permitted by law.

Proprietary Rights Notice

The Service, which includes the Software and all Intellectual Property Rights therein are, and will remain, the property of AudienceProject (and its wholly owned subsidiaries). All rights in and to the Software not expressly granted to You in this Agreement are reserved and retained by AudienceProject and its licensors without restriction, including, AudienceProject's (and its wholly owned subsidiaries') right to sole ownership of the Software and Documentation. Without limiting the generality of the foregoing, You agree not to (and not to allow any third party to): (a) sublicense, distribute, or use the Service or Software outside of the scope of the license granted in this Agreement; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover any source code or trade secrets related to the Service; (c) rent, lease, sell, assign or otherwise transfer rights in or to the Software or the Service; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software; (e) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of AudienceProject; (f) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with AudienceProject (or its wholly owned subsidiaries) other than in the name of AudienceProject (or its wholly owned subsidiaries, as the case may be); (g) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service; or (h) seek, in a proceeding filed during the term of this Agreement or for one year after such term, an injunction of any portion of the Service based on patent infringement.

Indemnification and liability

Indemnification

To the extent permitted by applicable law, You will indemnify, hold harmless and defend AudienceProject and its wholly owned subsidiaries, at Your expense, from any and all third-party claims, actions, proceedings, and suits brought against AudienceProject or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by AudienceProject or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Service, (iii) Your violations of applicable laws, rules or regulations in connection with the Service, (iv) any representations and warranties made by You concerning any aspect of the Service, the Software or Reports to any Third Party; (v) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Service, the Software or Reports; (vi) violations of Your obligations of privacy to any Third Party; and (vii) any claims with respect to acts or omissions of any Third Party in connection with the Service, the Software or Reports. AudienceProject will provide You with written notice of any claim, suit or action from which You must indemnify AudienceProject. You will cooperate as fully as reasonably required in the defense of any claim. AudienceProject reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.

Limitation of liability

To the extent permitted by applicable law, Audienceproject will not be liable for your lost revenues or indirect, special, incidental, consequential, exemplary or punitive damages, even if AudienceProject or its subsidiaries and affiliates have been advices of, knew or should have known that such damages were possible and even if direct damages do not satisfy a remedy.

Miscellaneous

Force Majeure

No party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

Changes to the Service or Terms

AudienceProject may modify these terms (including URLs referenced in these terms and the content within such URLs) from time to time. AudienceProject may make commercially reasonable changes to the Service from time to time. New applications, features or functionality may be offered from time to time as part of the Service and may be contingent upon your agreement to additional terms. If you do not agree to the modified terms for the Service, you should discontinue your use of the Service. No amendment to or modification of this Agreement will be binding unless: (i) in writing and signed by a duly authorized representative of AudienceProject; (ii) you accept the updated terms online; or (iii) you continue to use the Service after AudienceProject has posted updates to the Agreement or any policy governing the Service.

Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Confidential Information" means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances.

"Customer Data" means data submitted, stored, sent or received via the Service by you or your End Users.

“Visitor Data" means the data you collect, process or store using the Service concerning the characteristics and activities of Visitors.

"End Users" means the individuals or entities, including any third parties, you or your End Users permits to use or access the Service (or any report or component therein).

"Third Party Request" means a request from a third party for records relating to an End User's use of the Service. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.

"ATC" means the AudienceProject Tracking Code, which is installed on a Property for the purpose of collecting Customer Data, together with any fixes, updates and upgrades provided to You.

"Event" means the base unit that the AudienceProject system processes. An event may be a call to the AudienceProject system by various libraries, including, Javascript, tracking-pixels,  Silverlight, Flash, and Mobile. An event may be a page view, a transaction, item, event, social interaction or user timing. Events may also be delivered to the AudienceProject system without using one of the various methods descripted by other AudienceProject supported applications, integrations or protocols and mechanisms that the Service makes available to You.

"Software" means the ATC and the AudienceProject processing software and any upgrades, which analyzes the Customer Data and generates the Reports.

"Profile" means the collection of settings that together determine the information to be included in, or excluded from, a particular Report. For example, a Profile could be established to view a small portion of a web site as a unique Report. There can be multiple Profiles established under a single Property._

"Property" means any web page, app, or other property under Your control that sends data to AudienceProject.
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